Amended and Restated By-Laws of Texas Christian University

Main Content

(as of November 10, 2023)

ARTICLE I

BOARD OF TRUSTEES

Section 1:     Governing Board and Powers.  The Board of Trustees constitutes the legal governing authority of Texas Christian University. The University in furtherance of the purposes for which it is organized and established shall have and be entitled to exercise all of the corporate powers conferred on nonprofit corporations as prescribed by law, including but not limited to the powers delineated in the Section 22.051 of the Texas Business Organizations Code (“TBOC”).  The duties and responsibilities of the Board of Trustees include, but are not limited to, the selection of fellow Trustees, the selection and evaluation of the Chancellor, the establishment and oversight of policies pursuant to the purpose of the institution and budget approval.  The Board of Trustees may not be controlled by a minority of board members or by organizations or interests separate from it.  Neither the presiding officer of the Board of Trustees nor the majority of other voting members of the Board of Trustees may have contractual employment, or personal or familial financial interests in the institution.

Section 2:     Composition of Board.  The Board of Trustees shall consist of not less than twenty-four nor more than fifty Regular Members, at least five of whom shall be members in good standing of the Christian Church (Disciples of Christ). The Board of Trustees shall also include such non-voting members as are appointed from time to time pursuant to Article III herein.

Section 3:     Election of Trustees.  Trustees shall be elected by the Board of Trustees from time to time as terms expire or vacancies occur.  An election to fill a vacancy shall be for the unexpired term only.

Section 4:     Terms of Trustees.  Trustees may serve up to four (4), four-year terms (not including the partial term of a Trustee elected to fill the vacancy of an unexpired term).  After rotating off the Board for one year, in extraordinary circumstances, a Trustee who has already served four (4), four-year terms may be considered again for Board service and elected to the Board.  All Trustees serve at the pleasure of the Board of Trustees; a Trustee may be removed from office at any time by an affirmative vote of two-thirds of the Trustees.  A Trustee’s service on the Board of Trustees shall in all events end on May 31 at the conclusion of the term unless subject to automatic extension as set forth in this section. At the time of adoption of this amendment (April 9, 2021), Trustees in their fourth term or longer may serve one additional four-year term upon the conclusion of their current term. The term of any Trustee serving as Chair, Vice Chair, or as a standing committee chair shall be automatically extended to the extent necessary to allow the Trustee to complete their leadership term to provide for continuity of leadership and to provide Board leadership the maximum opportunities for terms of service in leadership positions.  Individuals who serve as Chair of the Board of Trustees are exempt from term limits for service on the Board. 

Section 5:     Meetings.  Meetings of the Board of Trustees shall be held at Texas Christian University in Fort Worth, or at such other place or places as the Board of Trustees, the Executive Committee or the Chancellor may select.  Such meetings shall be called by the Chair of the Board of Trustees, the Chancellor, or by ten or more members of the Board of Trustees upon at least 72 hours advance notice of the time and place given to the Trustees.  The Board of Trustees shall meet as often as is necessary to properly perform its duties, but in any event, it shall meet at least twice each calendar year.  The spring meeting is designated as the annual meeting of the Board.

Section 6:  Regular Members of Board.  Voting members of the Board of Trustees shall be known herein as “Trustees” or as “Regular Members” of the Board of Trustees.

Section 7:     Voting and Quorum.  Each Trustee present at meetings of the Board of Trustees shall be entitled to cast a vote and there shall be no voting by proxy without unanimous consent of all Trustees present in person.  A quorum for the transaction of business at meetings of the Board of Trustees shall consist of a majority of its voting Regular Members.  Except as otherwise provided in these By-Laws or the Certificate of Formation, a majority vote of those present with a proper quorum shall constitute proper action.  Participation in a meeting of the Board of Trustees pursuant to Section 22.051 of the TBOC (i.e., telephone conference or other remote communications technology) shall constitute presence at such meeting for purposes of these By-Laws.

Ex-Officio Trustees, Emeritus Trustees, and Honorary Trustees are not Regular Members. They may attend and participate in meetings with voice but will not have voting privileges, and, therefore, do not count toward quorum.

Section 8:  Guests.  The Board of Trustees may invite persons who are not Trustees to attend any regular meeting of the Board and standing committees as guests. Guests will only have the privilege of the floor with recognition by the Board Chair or Committee Chair, or by a majority vote of the voting Regular Members but will not have voting privileges.

Section 9:  Executive Session.  The Board of Trustees or any standing or special committee may conduct or enter an executive session during any duly called meeting limited to its own membership (Regular Members as well as other categories of members who have the right to attend such meetings).  University officers and guests may be invited to attend any executive session at the discretion of the Chair or by a majority vote of the voting Regular Members.  Similarly, in the Chair’s discretion or by a majority vote of the voting Regular Members, any Ex-Officio Trustees who serve by virtue of their position as an employee of the University may be excluded from an Executive Session.

ARTICLE II

OFFICERS OF THE BOARD

Section 1:     Officers.  The officers of the Board of Trustees shall consist of a Chair, a Vice Chair, a Secretary, and a Treasurer, and such other officers as the Board of Trustees should from time to time deem necessary. 

Section 2:     Qualification of Officers.  The Chair and Vice Chair shall be elected from among the Regular Members of the Board of Trustees; but it shall not be necessary that other officers be members of the Board of Trustees.  The Chair and Vice Chair shall be nominated by the Committee on Governance and elected by the Board of Trustees.  The advice of the Chancellor shall be solicited and considered. The terms of the Chair and Vice Chair of the Board shall be limited to no more than four (4) one-year terms. The Committee on Governance under extraordinary circumstances may recommend to the Executive Committee and the Executive Committee may recommend to the Board that the term limit(s) be waived. 

Section 3:     Election and Term of Officers.  The Committee on Governance shall present a slate of nominees for Officers to the Board of Trustees for election at the Board’s annual spring meeting.  Officers shall normally hold office until their respective successors are elected and the Officers’ terms have expired; and they shall be eligible to succeed themselves. The offices of Secretary and Treasurer, as well as other offices that may be held by University staff members, are exempt from term limits, and an incumbent may hold such office for successive terms as determined by the Board of Trustees or the Executive Committee.

Section 4:     Duties of the Chair.  The Chair of the Board of Trustees shall preside over meetings of the Board, shall call meetings of the Board of Trustees and cause reasonable notice of such meetings to be given to the Trustees, shall perform such other and further duties normally performed by the Chair of Boards of Trustees of universities, including but not limited to presiding at commencement and participating in significant university events and building dedications; shall support the Chancellor; and shall perform such other duties as may be imposed or authorized by the Board of Trustees or the Executive Committee thereof.

Section 5:     Duties of the Vice Chair.  The Vice Chair shall perform the duties of the Chair of the Board in the event of the disability, absence, death, resignation, or other inability or failure of the Chair to perform such duties.  The Vice Chair shall perform such other and further duties as are normally performed by the Vice Chair of Boards of Trustees of universities; shall support the Chair and Chancellor; and shall perform such other and further duties as may be imposed or authorized by the Board of Trustees or the Executive Committee thereof.

Section 6:     Duties of the Secretary.  The Secretary of the Board of Trustees shall make and keep, or cause to be made and kept, correct records or minutes of the proceedings of the Board, shall perform such other duties as are normally performed by Secretaries of Boards; shall support the Chair, Vice Chair, and Chancellor; and shall perform such other and further duties as may be imposed or authorized by the Board of Trustees or the Executive Committee thereof.

Section 7:     Duties of the Treasurer.  The Treasurer of the Board of Trustees shall formulate and present the fiscal year budget for Board approval; shall provide regular financial updates and distribute an annual report as appropriate; shall perform duties as are normally performed by the Treasurer of Boards of Trustees of universities; shall support the Chair, Vice Chair, and Chancellor; and shall perform such other and further duties as may be imposed or authorized by the Board of Trustees or the Executive Committee thereof.

Section 8:     Duties of other Officers.  Other officers of the Board of Trustees, if there are other officers of such Board, shall have such duties as may be conferred upon them by, and shall hold such office at the pleasure of the Board of Trustees or the Executive Committee thereof.

ARTICLE III

EX-OFFICIO, EMERITUS & HONORARY BOARD MEMBERS

Section 1:     Ex-Officio Members.  The Board of Trustees at its discretion may appoint Ex-Officio Trustees who serve by virtue of another position held at the University.  These members may participate in meetings with voice but will not have voting privileges. The Chancellor shall serve as an Ex-Officio Member of the Board and of all standing committees and shall attend Board meetings and standing committee meetings as appropriate.  National Alumni Board representatives may also serve at the pleasure of the Board as Ex-Officio Members, with alternating terms of office and standing committee assignments.   Ex-Officio Members shall not be counted in quorum determinations.

Section 2:     Emeritus Members.

            (a)       Definition.  Persons who have rendered exceptional service or aid to the University and who, in the opinion of the Board, merit such recognition, may be elected emeritus members of the Board of Trustees at such time or times as shall be designated by the Board of Trustees. 

            (b)       Attendance at Board Meetings.  Emeritus Trustees are encouraged to continue to participate in the life of the University and the activities of the Board of Trustees, but shall have no voting privileges, nor shall they be counted as a part of quorum determinations.  This includes attendance at plenary sessions of the Board and individual committee meetings.

            (c)        Benefits of Emeritus Status.  In addition to attendance at Trustee Board and Committee meetings, Emeritus Trustees will be invited to attend an annual lunch and briefing by University officers, included in special trustee communications from the Chancellor, granted permanent recognition at the University, and granted other such benefits designated by the Chair of the Board.

Section 2:     Honorary Members.

            (a)       Definition.  Persons who have rendered outstanding generosity or aid to the University and who, in the opinion of the Board, merit such recognition, may be elected honorary members of the Board of Trustees at such time or times as shall be designated by the Board of Trustees. 

            (b)       Attendance at Board Meetings.  Honorary Trustees may attend meetings and activities of the Board of Trustees, but shall have no voting privileges, nor shall they be counted as a part of quorum determinations.  This includes attendance at plenary sessions of the Board and individual committee meetings.

            (c)        Benefits of Honorary Status.  In addition to attendance at Trustee Board and committee meetings, Honorary Trustees will be invited to attend an annual lunch and briefing by University officers, included in special trustee communications from the Chancellor, granted permanent recognition at the University, and granted other such benefits designated by the Chair of the Board.

ARTICLE IV

COMMITTEES OF THE BOARD OF TRUSTEES

Section 1:     Appointment and Terms of Standing Committees.  The Chair of the Board of Trustees upon election or as soon thereafter as possible shall appoint an Executive Committee and other committees necessary or desirable to enable the Board of Trustees to function properly.  The appointments are subject to full Board approval at the next scheduled Board meeting following appointment. The terms of these standing committees shall be annual coincident with the term of the Chair of the Board of Trustees and until successor committee members have been appointed and approved as aforesaid.  Vacancies on standing committees shall be filled for the balance of the committee term by appointment by the Chair of the Board of Trustees.   All standing committees shall be composed exclusively of members of the Board of Trustees. The Chancellor shall serve as Ex-Officio member of all standing committees.  In addition to other standing committees that may be established from time to time as provided in this section, the following standing committees are established: Academic Affairs Committee; Audit, Risk, & Compliance Committee; Buildings & Grounds Committee; Committee on Governance, Development Committee; Executive Committee; Fiscal Affairs Committee; Intercollegiate Athletics Committee; Investment Committee; and Student Relations Committee.  Each standing committee will operate under the guidelines outlined in committee charters which are subject to full Board approval.

Section 2:     The Executive Committee.  The Executive Committee shall consist of (a) the Chair of the Board, (b) the Vice Chair of the Board, (c) the Chair of each standing committee as may from time to time be constituted and maintained, (d) an Emeritus Trustee appointed by the Chair of the Board (who may not vote in accordance with Article III, Section (b) of these By-Laws), and (e) such other Trustees as may be appointed from time to time by the Chair of the Board. Trustees appointed by the Chair of the Board pursuant to the preceding clauses (d) and (e) shall be limited to four (4) one-year terms. In addition, the Chancellor, as Ex-Officio, shall be a member of the Executive Committee without vote.

The Executive Committee shall have such duties or authorities as may be assigned to it by the Board of Trustees.  In addition, the Executive Committee shall from time to time evaluate the effectiveness of the Board of Trustees with regard to discharging its responsibilities and establishing and achieving its goals.  Based on these evaluations the Executive Committee may recommend to the Board of Trustees remedial action and/or reallocation of resources. The Executive Committee shall also perform all executive and committee duties for and on behalf of the Board of Trustees as have not been assigned to other committees.  In addition, between meetings of the Board of Trustees, the Executive Committee shall have the authority to act for and in behalf of the Board of Trustees, keeping written records of its actions taken and reporting same to the Board of Trustees at the next meeting of the Board of Trustees, on all matters that shall be fully binding on the University, except for the following, which shall in all events be reserved for the Board of Trustees: Chancellor selection and termination; Trustee and Board Officer election; changes in institution mission and purposes; changes to the Certificate of Formation and By-Laws; removal from office of a trustee; adoption of annual budget; and conferral of degrees.

Section 3:     Other Standing Committees.  The Board of Trustees may from time to time authorize or create other standing committees to be appointed by the Chair of the Board of Trustees, the Board of Trustees specifying the number of persons composing such committees and the terms and duties of such committees.  If the Chair of the Board of Trustees has not designated which member of the committee shall serve as Chair, then each committee at its first meeting shall select one of its members as Chair of such committee.    Each of the standing committees mentioned in this Section shall respectively have such duties as usually appertain to such committee, and such additional duties as may be assigned them by the Board of Trustees or by the Executive Committee thereof.

Section 4:     Special Committees.  The Board of Trustees may from time to time authorize or create special committees to be appointed by the Chair of the Board of Trustees, the Board of Trustees specifying the number of persons composing such special committees and the terms and duties of such special committees.  While the membership of special committees need not be composed entirely of members of the Board of Trustees, nevertheless at least one Trustee shall be a member of all special committees of such Board.

Section 5:     Committee Meetings.  Committee meetings of any committee shall be called by the Chair of the committee upon at least 72 hours advance notice of the time and place given to the committee members. Such meetings shall be presided over by the Chair of the committee.   For each committee, other than the Executive Committee, the Chair (and any Vice Chair) shall be determined and appointed on an annual basis by the Chair of the Board and shall be approved by the full Board at the next scheduled Board meeting following the appointment.  The advice of the Chancellor and the Committee on Governance shall also be solicited and considered. The term of the Chair and Vice Chair (if any) of each committee shall be limited to no more than four (4) one-year terms. The Committee on Governance under extraordinary circumstances may recommend to the Executive Committee and the Executive Committee to the Board that the term limit be waived.  In the absence or disability of the Chair of any committee, the Vice Chair (if any) shall preside, or in case of absence and/or disability of both the Chair and Vice Chair (if any), by any member of the committee selected by the members of the committee. Committees shall meet as often as necessary to properly discharge their duties.  A simple majority of voting Regular Members (present in person or by teleconference) shall constitute a quorum for any committee meeting, and a simple majority vote of those voting Regular Members present and voting at any committee meeting at which a quorum is present, shall constitute the action or report of the committee.

Section 6:     Reference to Committees.  While it shall not be required it is recommended when practicable that matters be referred to appropriate committees for consideration and recommendations prior to Board action.

Section 7:     Subcommittees.  When any committee shall deem it advisable that a matter be considered in more detail than the committee itself finds it expedient to do, the committee may create a subcommittee for such purpose, and refer the matter to such a subcommittee for such further investigation and consideration as the committee may deem expedient.   The subcommittee report or recommendation, as the case may be, shall not, however, constitute the report of the committee until and unless adopted by the committee.  The committee may utilize non-committee members as aides or members of subcommittees.

ARTICLE V

THE CHANCELLOR, THE PRESIDENT, AND OTHER OFFICERS OF THE UNIVERSITY

Section 1:     Executive Officers.  The Executive Officers of the University may include a Chancellor, President, one or more Vice Chancellors, and such other officers as may be determined from time to time by the Board of Trustees.

Section 2:     The Chancellor.

            (a)       Election.  The Board of Trustees shall elect a chief executive officer of the University who shall be known as the Chancellor of the University.

            (b)       Duties.  The Chancellor, as chief executive officer, shall serve as primary spokesperson for the University, and collaborate with the President, if any, on implementation of the strategic plan as set forth by the Board of Trustees.  The Chancellor shall attend all meetings of the Board unless excused.  The Chancellor will work with the Board of Trustees in determining general plans and policies of the University, in selection and appointment of key personnel in various phases of the University’s life and will represent the University in major educational organizations and have such other responsibilities as the Board of Trustees may from time to time indicate.  The specification of any particular responsibility shall not be construed to detract from nor limit his or her broader responsibilities for the operation of the University as its chief executive officer.

            (c)        Term.  The Chancellor shall hold office for such period or periods of time as may be designated by action of the Board of Trustees or in lieu thereof at the pleasure of the Board of Trustees.

Section 3:     The President and Other Officers of the University.

            (a)       Authorization.  The Board of Trustees may authorize the University to appoint a President, one or more Vice Chancellors, and such other officers of the University as the Board may determine from time to time.

            (b)       Powers and Duties.  The President, Vice Chancellors, and other officers of the University as may be appointed from time to time shall perform such duties and functions as the Chancellor may assign to them. The President, if any, shall be selected by and report to the Chancellor.  In the absence or disability of the Chancellor, the President, if any, shall represent the University.

ARTICLE VI

APPOINTMENT, REMOVAL AND TENURE

Section 1:     Removal by Board.  The Board may remove a member only for cause at a duly called meeting.  Examples of cause include, but are not limited to, failure of a Trustee to fulfill the duties, responsibilities and requirements of Trustee service, conduct of a Trustee which is unlawful or results in the arrest, filing of charges or the conviction of a serious crime, conduct which causes notorious or public scandal or would tend to bring public disrespect, contempt or ridicule to the University, conduct which is adverse or seriously prejudicial to the interests of the University and its mission, conduct that constitutes moral turpitude, malfeasance or any other conduct constituting cause under applicable laws. Notice of the meeting must state that the purpose, or one of the purposes, of the meeting is the removal of the member.  Opportunity for rebuttal must be given to the member whose removal is being sought.

Section 2:     Removal by Chancellor.   Any employee of Texas Christian University may be removed, discharged and/or suspended at any time by the Chancellor of Texas Christian University when, in such person’s exclusive judgment, the interest of the University shall require it, all without liability for damages and without liability for future compensation resulting therefrom; PROVIDED, HOWEVER, that employees who hold “tenure” as hereinafter provided may be removed, discharged and/or suspended only in accordance with the provisions thereinafter set forth.

Section 3:     Temporary Appointments.  All employees of Texas Christian University shall be employed as temporary employees until and unless they become eligible for and receive the status of “tenure” as hereinafter mentioned.

Section 4:     Tenure.  The Board of Trustees shall exercise exclusive control of policies and procedures governing tenure for faculty and principal university officers.  No change in such policies and procedures shall be made except upon specific approval by the Board.

ARTICLE VII

EXECUTING INSTRUMENTS

Section 1:     Instruments Affecting Real Estate.  All instruments affecting title to real estate shall be signed for Texas Christian University by the Chair of the Board of Trustees, the Vice Chair of the Board of Trustees, the Chancellor of the University, the President, if any, the Vice Chancellor for Finance and Administration, or such other person or persons who may be authorized to sign the same by the Board of Trustees or the Executive Committee thereof, and if attestation is required, shall be attested under the corporate seal of the University by the Secretary of the Board of Trustees or by some other officer authorized by said Board or the Executive Committee thereof.  When so executed and delivered, such instrument shall be binding upon the University without the necessity of resolution specially authorizing the same.

Section 2:     Other Instruments.  Other instruments may be signed for Texas Christian University by the Chair of the Board of Trustees, the Vice Chair of the Board of Trustees, the Chancellor of the University, the President, if any, or by such other person or persons who may be authorized to sign the same by the Board of Trustees or the Executive Committee thereof.  When executed in such manner and delivered, such instrument shall be binding on the University without the necessity of a resolution specially authorizing execution in such manner.

ARTICLE VIII

AMENDMENTS

Section 1:     Amendment of By-Laws.  These By-Laws may be amended by a two-thirds vote of the Trustees entitled to vote at a meeting of the Board of Trustees, after such proposed amendment shall have been proposed in writing and filed with the Secretary by a Trustee or by the Chancellor  of Texas Christian University at least thirty days prior to such meeting, and it shall be the duty of the Secretary to forthwith cause to be mailed a copy of such proposed amendment to each Trustee.  Such proposed amendment may be rejected, adopted or altered and adopted at the meeting where it is considered, provided, however, that such alteration, if any, shall be germane to the proposed amendment.  The amendment may be considered and disposed of at the meeting following the notice or may be postponed for further consideration until the next meeting of the Board of Trustees without additional mailed notice; but, if the proposed amendment is not disposed of by the conclusion of the second meeting following its proposal, it shall be regarded as withdrawn.

Section 2:     Amendment of Certificate of Formation.  The Certificate of Formation of Texas Christian University may be amended in the same manner by which these By-Laws may be amended as specified in the preceding Section.

Section 3:     Effectuating Amendments.  Amendments made to the By-Laws in pursuance of Section 1 of this Article shall be effective forthwith unless the resolution adopting the amendment specifies a future date upon which such amendment shall become effective.  Amendments to the Certificate of Formation adopted in pursuance of Section 2 of this Article shall become effective when filed with the Secretary of State of Texas, and the proper officers shall cause the certificate or evidence of such amendment to be promptly and properly prepared, executed and filed at such time or times as charter amendments may be adopted as provided in this Article.

ARTICLE IX

INDEMNIFICATION

Section 1:     Texas Christian University shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative by reason of the fact that such person is or was a trustee, officer, employee or agent of Texas Christian University, or is or was serving at the request of Texas Christian University as a representative of another enterprise, another organization, or an employee benefit plan against expenses including reasonable attorneys’ fees, court costs, judgments, penalties, fines, an excise or similar tax, including an excise tax assessed against any person with respect to an employee benefit plan and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. Indemnification under this Section is subject to a determination in accordance with Section 3 of this Article that the person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of Texas Christian University, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct of the alleged criminal actor(s) was unlawful.  For persons found liable to Texas Christian University or found liable because the person improperly received a personal benefit, indemnification (i) is limited to reasonable expenses actually incurred by the person in connection with the proceeding, (ii) does not include a judgement, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan, and (iii)  may not be made in relation to a proceeding in which the person has been found liable for: (a) willful or intentional misconduct in the performance of the person’s duty to Texas Christian University; (b) breach of the person’s duty of loyalty owed to Texas Christian University; or (c) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to Texas Christian University. A person is considered to have been found liable only if the liability is established by a final order, judgement or decree of a court, and all appeals of the order are exhausted or foreclosed by law.

Section 2:     To the extent that a person has been wholly successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 of this Article, or in defense of any claim, issue or matter therein, such person shall be indemnified against reasonable expenses actually incurred (including reasonable attorneys’ fees, court costs,  judgments, a penalties, fines, an excise or similar tax, including an excise tax assessed against any person with respect to an employee benefit plan) by such person in connection therewith.

Section 3:     Any indemnification under this Article (unless ordered by a court) shall be made by Texas Christian University only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 1 of this Article.  Such a determination shall be made in accordance with Section 8.103 of the TBOC. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in, or not opposed to, the best interests of Texas Christian University, and, with respect to any criminal action or proceeding, did not have reasonable cause to believe that his or her conduct was unlawful.

Section 4:     Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by Texas Christian University in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Trustees, Executive Committee, or either’s designee in the specific case upon receipt of (i) a written affirmation of the person’s good faith belief that the person has met the standard of conduct necessary for indemnification under this Article and (ii) a written undertaking by or on behalf of the person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by Texas Christian University as authorized in this Article.

Section 5:     The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of disinterested Trustees or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a serving as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise and shall inure to the benefit of the heirs, executors and administrators of such a person. It is the intention of this Article to provide indemnity to the fullest extent possible under Chapter 8, Subchapter A, of the TBOC currently in effect and as may be amended from time to time. Should this Article be repealed or modified, the effect of a repeal or modification of the indemnity provisions shall be prospective only and no such repeal or modification shall adversely affect indemnification or reimbursement or payment of expenses in advance for acts prior to the date of such repeal or modification.

Section 6:     Texas Christian University shall have power but may not be required to purchase and maintain insurance on behalf of any person who is or was a trustee, officer, employee or agent of Texas Christian University, or is or was serving at the request of Texas Christian University as a trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not Texas Christian University would have the power to indemnify such person against such liability under the provisions of this Article.